UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
AMENDMENT NO. 1 TO FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 2012
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from
to
Commission File Number 001-08499
CAPITAL PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
Rhode Island
(State or other jurisdiction of
incorporation or organization)
05-0386287
(IRS Employer
Identification No.)
100 Dexter Road
East Providence, Rhode Island
(Address of principal executive offices)
02914
(Zip Code)
(401) 435-7171
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Class A Common Stock, $.01 par value
OTCQX
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of
the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files.) Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer
or a smaller reporting company.
Large accelerated filer [ ]
Accelerated filer [ ]
Non-accelerated filer [ ]
Smaller Reporting Company [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
As of June 30, 2012, the aggregate market value of the Class A and Class B voting stock held by non-affiliates of
the Company was $18,057,000, which excludes voting stock held by directors, executive officers and holders of 5%
or more of the voting power of the Company’s common stock (without conceding that such persons are “affiliates”
of the Company for purposes of federal securities laws). The Company has no outstanding non-voting common
equity.
As of February 28, 2013, the Company had 3,790,249 shares of Class A Common Stock and 2,809,663 shares of
Class B Common Stock outstanding.
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CAPITAL PROPERTIES, INC.
FORM 10-K/A
FOR THE YEAR ENDED DECEMBER 31, 2012
EXPLANATORY NOTE
Capital Properties, Inc. is filing this Amendment No. 1 on Form 10-K/A to amend its Annual Report on Form 10-K
for the year ended December 31, 2012, which was filed with the Securities and Exchange Commission on March 11,
2013. The purpose of this Form 10-K/A is solely to furnish Amended Exhibits 31.1 and 31.2. to correct language as
required by Item 601(b)(31) of Regulation S-K.
Except as described above, this Form 10-K/A does not amend, update or change any other items or disclosures in the
Form 10-K as filed on March 11, 2013.
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Item 15. Exhibits and Financial Statement Schedules
(a) and (c)
(b)
The consolidated financial statements are included in Item 8.
Exhibits:
3.1
Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the registrant’s annual
report on Form 10-K for the year ended December 31, 2008).
3.2
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By-laws, as amended (incorporated by reference to Exhibit 3.2 to the registrant’s annual report on
Form 10-K for the year ended December 31, 2007).
Material contracts:
(a)
Amended Loan Agreement between Bank Rhode Island and Company:
(i) Dated December 20, 2012 (incorporated by reference to Exhibit 10.1 to the registrant’s
report on Form 8-K filed on December 27, 2012)
(b)
Form of Dividend Note:
(i) Dated December 27, 2012 (incorporated by reference to Exhibit 10.2 to the registrant’s
report on Form 8-K filed on December 27, 2012)
(c)
Lease between Metropark, Ltd. and Company:
(i) Dated January 1, 2005 (incorporated by reference to Exhibit 10(a) to the registrant’s
annual report on Form 10-KSB for the year ended December 31, 2004), as amended.)
(d)
Miscellaneous contract:
(i) Option Agreement to Purchase Real Property and Related Assets, dated June 9, 2003, by
and between Dunellen, LLC and Global Companies, LLC (incorporated by reference to
Exhibit 10(b)(i) to the registrant’s report on Form 10-QSB/A for the quarterly period ended
June 30, 2003), as amended.
20.1
Map of the Company’s parcels in Downtown Providence, Rhode Island
20.2
Map of the Company’s petroleum storage facility in East Providence, Rhode Island
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Subsidiaries of the Company
31.1
Rule 13a-14(a) Certification of President and Principal Executive Officer
31.2
Rule 13a-14(a) Certification of Treasurer and Principal Financial Officer
32.1
Certification of President and Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification of Treasurer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101†
The following financial information from the Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2012, filed with the Securities and Exchange Commission on March xx, 2013,
formatted in eXtensible Business Reporting Language:
(i)
(ii)
(iii)
(iv)
(v)
Consolidated Balance Sheets as of December 31, 2012 and December 31, 2011
Consolidated Statements of Income for the Years ended December 31, 2012 and 2011
Consolidated Statements of Shareholders’ Equity for the Years ended December 31, 2012 and 2011
Consolidated Statements of Cash Flows for the Years ended December 30, 2012 and 2011
Notes to Consolidated Financial Statements.
†This exhibit will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (15 U.S.C.78r), or
otherwise subject to the liability of that section. Such exhibit will not be deemed to be incorporated by reference into any filing
under the Securities Act or Securities Exchange Act, except to the extent that the Company specifically incorporates it by reference.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Company has caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
CAPITAL PROPERTIES, INC.
By /s/ Robert H. Eder
Robert H. Eder
President and Principal Executive Officer
DATED: November 7, 2013
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following
persons on behalf of the Company and on the dates indicated.
/s/ Robert H. Eder
Robert H. Eder
President and Director
Principal Executive Officer
November 7, 2013
/s/ Barbara J. Dreyer
Barbara J. Dreyer
Treasurer, Principal Financial Officer
and Principal Accounting Officer
November 7, 2013
/s/ Craig M. Scott
Craig M. Scott, Director
November 7, 2013
/s/ Harris N. Rosen
Harris N. Rosen, Director
November 7, 2013
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Exhibit 31.1
CAPITAL PROPERTIES, INC. AND CONSOLIDATED AFFILIATES
Certification Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Robert H. Eder, certify that:
1.
I have reviewed this annual report on Form 10-K of Capital Properties, Inc. and Consolidated Affiliates;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
(a)
designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b)
designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
(c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(d)
disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of
directors (or persons performing the equivalent functions):
(a)
all significant deficiencies and material weaknesses in the design or operation of internal controls
over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
(b)
any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial reporting.
Date: November 7, 2013
/s/ Robert H. Eder
Robert H. Eder
President and Principal Executive Officer
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Exhibit 31.2
CAPITAL PROPERTIES, INC. AND CONSOLIDATED AFFILIATES
Certification Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Barbara J. Dreyer, certify that:
1.
I have reviewed this annual report on Form 10-K of Capital Properties, Inc. and Consolidated Affiliates;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and we have:
(a)
designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b)
designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
(c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(d)
disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of
directors (or persons performing the equivalent functions):
(a)
all significant deficiencies and material weaknesses in the design or operation of internal controls
over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
(b)
any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial reporting.
Date: November 7, 2013
/s/ Barbara J. Dreyer
Barbara J. Dreyer
Treasurer and Principal Financial Officer
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